Bolo XL
by Phantazm
Summary: Pondering the approaching end of his life, Ten alights on a distant planet under siege from an unstoppable war machine. He proves once again that no war machine is unstoppable, but somehow war still marches on...


_Bolo XL_

"Quickly," the commander whispered. "Quickly! Its scouts have overflown us already. I don't think they saw us, but that thing is never far behind. We can't stop to rest now!"

"We never can," his exec panted, her breath ragged in her lungs. "Damn, that thing never quits!"

The commander snorted. "They built it well."

"Scouts! Two of them, low to the south!"

As a unit, the men and women flattened themselves to the ground, hoping against hope that the aircraft would miss them. One did, but the second, slightly to the first one's left, saw them. None knew if it was through infrared, radar, or sheer bad luck, but the scout plane slowed and commenced a gentle circling in the graying sky.

"Countermeasures! Countermeasures now!" From vehicles, handheld appliances, and backpacks, the platoon began deploying everything they had available to foul the flyer's sensors, praying that the craft's master would be fooled and that they would be spared for another day.

-oOo-

The Doctor sat atop a pile of broken bricks, rubble from a once-grand building, as he toyed with his sonic screwdriver. His readings from the screwdriver and the TARDIS were inconclusive; the ruined city about him could have been caused by anything from earthquake, war, or simply the relentless tides of time.

Whichever the case may have been, the Doctor had been brought here by either fate or idle chance; he couldn't say. Oh, he had been manipulating the TARDIS' controls pretty much at random (as usual) but he often found himself in some situation or other that required his intervention, involvement, or attention. He could argue—but probably wouldn't—that he had extraordinarily bad luck, but he could equally well argue that the universe's natural balance of light against dark, growth against entropy, somehow made it so that he arrived at places where he would do the most good.

That, of course, led to the philosophical argument of "good luck for whom?" Granted, ninety-nine times out of a hundred, someone gained something by the Doctor's presence. Even the Daleks had, on one occasion, benefited from the Doctor's interference. Whether the Doctor himself ever came out on top…well, even that the Doctor would not debate. Not even with himself.

The last of his race, the Time Lord had left behind more companions, more friends, and even loves than most people would ever think of in two lifetimes, much less meet. Idly, he wondered if that were to be his lot for the remaining regenerations, to be always passing by, never staying. To be involved in others' lives only as a guest, never as a part of them.

At the thought of "remaining regenerations," he gave a small start. There were far fewer lives left to him than he had already spent. This was his tenth iteration. He had but three more regenerations remaining.

After that, there would be no more Time Lords.

The thought was enough to still his breathing for a moment, and nearly his hearts as well. As abhorrent and shocking as he found genocide, he knew it happened to races and civilizations throughout the realities, yet it had never quite hit home until it began happening to him. The concept was so sobering, so numbing, that he found himself staring blankly into nothingness.

A brief thought tickled his brain before dissipating into the ether. He remembered all he had done to try to save races from extinction, even going so far as to trying to save the maniacal Davros. He had tried to think of a way around killing the Racnoss, even, but he had gone so far as to try to transport himself to a Sontaran ship with an atmosphere converter that would have destroyed the air on their ship. Now there was a contradiction, hm?

So desperate to save the humans of Earth, he had been willing to commit—or at least threaten—murder himself, he wondered just what lengths he would go to if he had to save the Time Lords from extinction, especially since he, himself, was that last Time Lord. The Master had begun stealing the lives of others to extend his existence. When the last sunset fell on the Doctor, what would he do? Would he go gracefully into that long night? He did not know, nor could he begin to say, for he dared not even contemplate the answer.

Distant footfalls, sounds of engines, and shouts drew his attention from his reverie and he stood, his posture unassuming but traces of a frown still staining his face. _And the plot once more thickens,_ the Doctor sighed.

A group of people, humanoids, came charging around a corner some distance away. Their leader, a raven-haired woman with her unruly hair lashed by a dirty scarlet headband, brought her weapon to bear on the Doctor. "Everybody stop! Who are you?" she screamed.

The Doctor slowly brought his hands to his shoulders. "It's all right," he said, trying to keep his voice loud enough to carry over to her without sounding hostile. "I'm not armed. I'm not looking for trouble. I'm the Doctor. Hello!"

The woman gestured with her off hand and the other eight people with her fanned out to keep the Doctor under their weapons while she touched a device on her collar. "Colonel, I found someone."

"_Hostile?_"

"Determining that now, sir."

"_Armed?_"

"He says not."

There was a very agonizing pause before the colonel's voice came back. "_Take him in custody. We'll see what he knows and take it from there._"

"Yes, sir. You. Come with us."

"Just 'Doctor,' if you please."

The woman gestured and stepped aside, as clear in her mannerisms as she would have been had she spoken. To be fair, however, the Doctor had experienced his fair share of "hands up and move this way" over his lifetime.

As he moved between them, he took note of the subtle differences between his physiology and theirs. Their skins were faintly blue, their hair a deep black that held the light rather than reflected it. Their eyes were all the same color: black irises with violet pupils. He'd never seen this race before.

"Um, if I may, what planet am I on? I landed here rather at random."

The woman paused before answering. The Doctor imagined that she was sizing him up or wondering whether to answer him. "This planet is Khobeniir, a protectorate of the Akhenaari Concord."

"Home?"

"For now."

The Doctor tried to look at her over his shoulder but succeeded only in giving himself a kink in his neck. "Why so?"

"Just keep quiet until the colonel has a chance to talk to you."

"Does that include asking why the colonel wants to talk to me?

"The world 'quiet' is pretty much self-explanatory and all-inclusive," the woman offered.

"Ah." Wisely, the Doctor kept himself from saying anything further. Perhaps there would be as much to learn if he simply listened.

By the time he met the colonel, however, he had given up on that. Everyone was astonishingly tight-lipped; they'd even shut off their telecommunications devices. Something was going on, obviously. Given the size of the galaxy, its infinite diversity in sentient beings and their interactions, and the Doctor's luck, something somewhere had to be "going on" at any given instant. The fun part would be trying to find out exactly what it was.

The Doctor met the colonel in a ragged semicircle of blue-skinned aliens, all armed. They were dressed in a motley assortment of military uniforms, some riding in wheeled, open-topped vehicles while others rode hovering bicycle-like craft.

"I'm Colonel Mar Xaurhastian, Thirty-fifth Expeditionary Force of the Akhenaari Concord Space Fleet," the man said by way of introduction. "Who are you, please?"

"I'm the Doctor, the Tenth of the Gallifreyan…something impressive. Would you mind if I put my hands down now?"

At the colonel's nod, the Doctor did so. "Most kind, Colonel Xaurhastian."

"Mar," the colonel corrected. "Our family names are given first."

"Oh, so sorry. Colonel Mar, then. Much easier on the tongue. As I told your, ah, associate here, I landed here by accident and I'm not quite sure where I am. She said I'm on the planet Khobeniir, yes?"

Mar nodded. "Yes. One of our worlds. Where is your ship?"

"Oh, back that way a bit. I landed it and just started walking. It seemed such a nice world, except for the destruction and all. Not too fond of that, but a nice world all the same. Lots of trees. And bees. I was wondering where they'd all gotten to. Love bees."

Mar's brow furrowed. "What are 'bees?' Never mind." He shook his head.

"What happened here, Colonel?"

"With no disrespect intended, I'd rather speak to my executive officer before I divulge anything. Just because you're not shooting at us doesn't mean I can trust you."

The Doctor shrugged amiably and the woman stepped around the Doctor to follow Mar to one of their wheeled vehicles. After a few tense moments, they seemed to come to some kind of conclusion and both returned to the Doctor. "Captain Khynda tells me that you scanned negative for weapons with the possible exception of some sonic projector in your right coat pocket. Take it out, please."

Slowly, the Doctor withdrew his sonic screwdriver and showed it to the colonel. Khynda took it from him and ran more detailed scans with a device the Doctor couldn't quite identify. _How wonderful,_ he thought. _Nine hundred years and change and I continue to find new races, new technologies…there's still wonder left in this old universe._

"It could be used as a weapon, sir, but for the most part it seems to be just a tool," Khynda reported.

"Of course it is," the Doctor said cheerily. "No such thing as bloodshed in my lexicon. Well, excepting the fact that I just now used it to illustrate its nonexistence, it's there, but not as an actual noun that I'd trot out and put to use, you see, but whether that's a quandary, conundrum, or _non sequitur_, I honestly can't say. Like how the bees of Earth make honey, but the bees of Hatrafaxulan Prime make ketchup. Same body types, same habits, different condiments. Just one of those unanswerable thingies that vex us all from time to time."

"Well, he's harmless," Khynda said dryly. "Just keep him away from sharp objects and don't be late with his medication."

The Doctor pocketed his screwdriver. "Well, Colonel, since we've established my peachy-keenness, what brings you lot here? You all seem to have been running for quite some time. What could keep you on the move?"

Mar gestured over his shoulder. "That damned watchdog. It was set on Khobeniir to—"

"Sir! A message from the _Sigma Draconis_. They're attempting to enter orbit to drop reinforcements. Leonidas is jamming our transmissions, but we can pick up just enough of the _Draconis'_ signal to hear what they're trying to do. We can't warn them off."

"Son of a bitch," Mar swore. "Keep trying as best you can. Whatever you do, do _not_ let them enter orbit or that damn thing will shoot them down."

"What is it?" the Doctor asked. The sudden change that had come over Mar and his troops was alarming. Something terrified these men and women, but for the lives of him, the Doctor couldn't imagine what it was. They spoke of "it" and a "thing," singular, not an army or fleet. Not Daleks or Krillitanes. What one entity could be so fearsome? This "Leonidas," perhaps?

Mar's jaw clenched and it was with great effort that he forced his lips apart. "Like I said, Leonidas is our little curse. It patrols Khobeniir's surface with the sole intention of wiping us out. Right now, the cruiser _Sigma Draconis_ is inbound, trying to get close enough to drop troops and supplies to us, and we can't tell it to break off. That they've come so far in tells us that Leonidas' cloaking and countermeasures are still working perfectly. _Draconis_ can't see it, but they can see us. They're tracking us just like Leonidas, and that means they're coming into its sights any second now.

"And there's not a gods-damned thing we can do to save them."

The Doctor found himself looking skyward out of impotent, anxious reflex. "Let me see your transmitter," he said. "Maybe with my sonic screwdriver I can modify it enough to get a signal through."

"I'll try anything by now," Mar said, motioning the Doctor over to his communications technician, who was having fits trying to modulate his signals enough to save his fellow soldiers' lives.

The Doctor slid between the tech and the communicator, the sonic screwdriver whining nearly non-stop. "Aha! I think I can, I think I can! The little Time Lord who could," he mumbled to himself.

A flash of light caught the corner of his eye and he nearly dropped his screwdriver as he spun to look at it. Several miles away, past forests and hills, a blazing yellow-orange pillar of fire punched upward through the clouds, rending the planet's atmosphere like a bullet through a heart.

"Too late," Mar cursed softly. Less than a half-second later, a second sun flared into existence, burning with a hellish fury for a bare handful of breaths before it dissipated.

"Was that your ship?" the Doctor asked softly, shutting off his screwdriver. He didn't really need Mar's answer. The funereal silence that had engulfed the company of soldiers was enough.

The stillness held for nearly a minute before a thrumming, rumbling roar growled across the clearing where they stood. Despite being attenuated over such a distance, there was fury and menace aplenty in the hot, turgid wall of air that the weapon's fire had displaced. It was as if Satan himself had breathed his vile brimstone against the Doctor's face.

"What in Rassilon's name was that?" the Doctor gasped.

"A Hellrail," Khynda said tightly. "A surface-to-space direct-fire weapon. A laser ionizes the atmosphere and clears a path for the projectile, propelled by a supercharged plasma stream. It hits with about eighty to ninety megatons of force per second. Effective, as you've just seen."

"Hellrail? Can't say as I like the sound of that," the Doctor murmured, watching the fireball dissipate. "Any relation to the Hellbore? I know it's just theoretical, for the most part…"

"Theoretical?" Mar exploded. "Where have you been living the last thousand years? Hellbores have been in usefor over nine hundred fifty years, and specifically _on us_ for over seventy."

The Doctor was taken slightly aback. "Sorry. Keeping track of murder machines hasn't been my strong suit."

With a snort, Mar turned and began motioning for his soldiers to begin mounting up. "You're about to get an education if Leonidas catches up to us."

"What is this 'Leonidas' and why is he trying to kill you?"

"That's its function," Mar said. "It's trying to destroy us before we find the entrances to Khobeniir's underground. It won't be able to reach us there; it doesn't have chemical or biological weapons to contaminate our sanctuaries. We're pretty sure there's an entrance to the underground complexes about fifty miles ahead of us, but with the terrain, there's a very good chance Leonidas will catch us before we can get in."

"But these other weapons, the ones with the 'hell' fixation?"

Khynda spoke up as she took the Doctor's arm, guiding him to a transport. "The Hellbores can't be depressed far enough to aim at ground targets and the Hellrails are strictly for anti-spaceship fire. None of its main weapons are suitable for anything except taking out other tanks or structures."

"Other tanks? So Leonidas is a tank?"

"Not just a tank," Khynda corrected, taking a seat near the Doctor. "It's a Bolo."

"A B—…a _what?_"

Mar nodded from his seat behind the Doctor. "Yes. A Bolo. Artificial intelligence, eight fusion reactors for power…"

The Doctor took a moment to gather his thoughts. He had heard of similar things, automated doomsday machines, world-killing automatons, and the like, but never one of these "Bolos." "And you say it's here to kill you?"

"Yes. This is one of our last remaining planets, and there are less than a million of us left on all the surviving worlds. Those Bolos have nearly sterilized the surfaces of almost all the rest, and we're trying to get underground before it finishes us off."

Now the Doctor was all ears. "All the rest of what? These things are on other planets? Who are you at war with?"

Mar spat. "We don't speak their names. They are worse than vermin, lower than _p'hral_. But yes, there are many more of these. Generally only one is set down on each planet. They only need to send down one."

"Just one?"

"Yes. A Bolo, this one, anyway, is a thousand feet long, six hundred wide, perhaps three hundred tall. It is powered by eight molecular fusion reactors that can fuel themselves directly from anything it can put it its fuel cells. Its Hellbores are generally only for anti-armor use, but when properly placed, a Bolo can use them to level entire cities."

The Doctor looked toward the horizon from whence the energy spike had arisen. "How many of these Hellbores does it have, anyway?"

"Ten of the 220-millimeter, sixteen of the 130-millimeter," Khynda replied. "It has eight Hellrails, but it can only use those against spaceships. They can't be aimed at ground targets."

"With proper positioning of the Bolo, as I said, the Hellbores can, but there is still a minimum range to them. If you get under that, you're safe from the main guns, but then you're within range of the infinite repeaters." Mar shrugged, the weary gesture of a tired man resigned to his fate.

"That's horrible," the Doctor said, aghast. "Who would make such a monstrosity?"

"Only Death's most ardent acolytes," Mar said.

"How can we stop it?" the Doctor asked.

Mar glanced sideways at him, a faint, unreadable smile on his lips. "We? Do you join this war on our side?"

"Not your side, necessarily. On the side of life. War is an evil that plagues sentient beings everywhere, but this…this is a diseased tumor that will engulf and slaughter any life, not just its enemies. It will eventually turn even on its creators; I've seen murder machines like this before, and even though your enemies are in love with genocide, it doesn't mean I have to watch it consume them."

"Ordinarily, Doctor, I would argue at length about the wisdom of preserving our enemies' lives, but if you honestly can rid us of the Bolo, we will handle the rest," Mar replied.

"Turn to the right up here a way. You can get me close to my, um, my ship and it won't be too far out of your way. And after you drop me off, I suggest you keep running; it may take me a while to do what I have to do."

Mar nodded. "We weren't planning on staying for a fishing expedition."

Khynda spoke up. "But what do you plan to do? You can't get inside that thing. It has triple-redundant shields that protect it not only from energy weapons but can deflect the heat, pressure, and EMP blast of our highest-yield nuclear weapons. Get past those, and you have to bore through about three feet of ceramic and carbon-boron armor. It's not like there's a door you can just walk up to and ring for entrance."

The Doctor turned, ostensibly to watch the road but more to hide a smile of his own. "I have a few tricks I'd like to try before I give up."

Mar had barely stopped the transport before the Doctor had leaped out. "Go on," he said. "Don't worry about me!"

And he was gone. Mar and Khynda exchanged glances and the convoy accelerated again, once more on the run from the unsleeping, untiring Bolo.

"You are letting him go." Not so much a question of fact as of judgment.

"Yes, Colonel. He's not one of them."

"Appearances so very much to the contrary."

Khynda shook her head. "When I scanned him for weapons, his biosigns indicated…he's an alien, as much to us as to anyone."

"A third race. I wonder whose side he is on."

"Or if he's on any side at all. He may be part of an independent faction with their own agenda."

Mar nodded. "We will see, but when it is time. For now, we will concentrate on surviving."

-oOo-

The Doctor closed the door to the TARDIS and tossed his coat over a railing. There was a lot to do and not nearly as much time as he liked to do it in, a nagging refrain he found himself repeating a lot lately. It couldn't be the realization of his own oft-extended mortality and ever-encroaching decease, could it?

The TARDIS' engines began working, their reassuring grinding and wheezing soothing the Doctor's fears even as they sounded like the impending failure of the TARDIS itself. The Doctor smiled and touched the TARDIS' console. There were some few constants in the universe, he thought. Motion, thermodynamics, gravity…and the faithful presence of this old Type 40 TARDIS. Of all the companions who had come and gone, this one had kept him in good stead with more fidelity than any bodyguard, any animal…any _anything._ The TARDIS looked after him so well, it even translated alien text and languages for him, as it had on that impossible planet where that "Satan" creature dwelled. _Hm. Of all the memories to float to the surface…_

A gentle flashing on a monitor drew the Doctor out of his reverie. Perhaps the TARDIS was becoming embarrassed at the attention, but more likely its computers were pointing out the difficulties inherent in penetrating Leonidas' systems. The tank's screens were quite powerful, as they would have to be to withstand multi-megaton fission-fusion weapons. The TARDIS would have very slight difficulty penetrating them; the wavelengths that they emitted bled over into alternate planes ever so faintly. The waste energy generated by the field emitters staggered the Doctor.

Not for the first or last time did the Doctor lament the wastefulness inherent in the universe's intelligent species. So much energy was forced into destruction. The mindset of slaughtering your enemies _en masse_ and channeling so much power into it instead of exerting the tiniest bit of effort into simply speaking, simply understanding…there was enough power contained in Leonidas' systems to burn the surface of a planet clean. How much effort had gone into diplomacy and aborting the genesis of such murder machines?

_Well,_ he thought, _a Dalek's a Dalek._ _Maybe this one has a bigger vocabulary than just screaming 'exterminate' over and over again._

The TARDIS' instruments detected a likely place for materialization, but due to the interference, the Doctor couldn't discern much else. He would trust to luck and his sonic screwdriver and hope for the best.

When the TARDIS' instruments indicated materialization had finished, the Doctor opened the door just a crack and let his eyes and ears tell him what the TARDIS couldn't. It wasn't much, but the interior of the Bolo had an oxygen atmosphere that smelled of machine oil and faintly of ozone, presumably from the near-infinite masses of electronics crammed into the machine's systems. Lights and display panels flickered and glowed nearby, and the Doctor took careful note of that.

Evidently Leonidas was meant to be inhabited by a pilot and crew; it would behoove the Doctor to tread carefully and quietly.

"Hello!" he called out. At the profound lack of response, the Doctor stuffed his hands in his pockets, both to look harmless and to keep a grip on his sonic screwdriver.

There were no smells of human habitation; no sweat, toilets, musty bunks, or food smells. Likewise there were no sounds other than what came from Leonidas' own systems, including a steady rumbling, thrumming noise that accompanied the faint pitching and rolling of the deck as the mammoth tank rolled over the planet's terrain.

Still, the Doctor got the impression that he was being watched, if not by remote human eyes from a control center, then by Leonidas itself. The Doctor had no idea how quickly Mar and his command could cover fifty miles or if their supposed sanctuary actually awaited them, but he knew that if Leonidas was not stopped, then the efforts of its intended victims would be in vain.

The Doctor walked slowly through the relatively wide corridors of Leonidas' interior. For all that it was apparently unmanned, there was surprisingly easy access throughout the inner pathways. _Likely for the technicians,_ the Doctor mused. Strangely, there were no visible markings on any of the Bolo's few controls. Likewise, its display monitors were blank. This made sense, too, for what use would Leonidas' AI have for labeled controls or screens in its own interior? After all, no organisms labeled their internal organs as "heart" or "spleen" or "anterior esophageal cardiac impeller." _Well, except for the Hoptrulians. They label their anterior esophageal cardiac impellers. Probably the only species that even has them, now that I think of it, either labels or impellers, for that matter._

The Doctor rounded a corner and stopped, frowning. Directly in front of him was what appeared to be a cockpit of sorts. A lightly reclining padded seat and a cable-festooned helmet at its head. Before the seat were arrays of monitors, readouts, gauges, and a few controls. Some of these _were_ labeled: some were for exterior views, systems status, some ranging and telemetry, and possibly one for entertainment. A single blue light set in the center of a lens was pointed at the empty seat.

"Well," he said softly. "The brain at last. And the lights are on, but nobody's home." He wondered if the Bolo's last operator had died and left Leonidas on automatic.

"Nobody is home, but the home fends for itself well enough," came a voice from all around the Doctor, who obligingly leaped up and spun about in shock.

"Where are you?"

"I am Leonidas. You are inside me. The question becomes now, 'who are you?'"

For lack of a better focal point, the Doctor looked at the blue light. "I'm the Doctor. You're the program that runs this, this Bolo tank thing, yes?"

"If I may likewise refer to you as the collection of synapses that operates your body, then yes, you are correct."

"A bit of a comedian, I see."

"Not at all, Doctor," Leonidas said. "You have gained illicit entry into my interior. I wish to know how you did this; intercourse seems the most efficient method."

"Assuming I have anything to say to you in the first place," the Doctor said scornfully.

Slight whirring noises sounded behind the Doctor, who turned to see some type of rifle aimed at him from the cockpit's ceiling. "I have the ability to kill you," Leonidas said, "yet I prefer to gather my data with your cooperation. If I kill you, I will gain nothing and will have quite the mess to clean up in the bargain."

"Oh. So you can't extract information from dead brains. Well, at least you're not a Dalek."

"No. They are considerably less tractable than most."

"You're quite intelligent for a tank."

"So are you."

The Doctor gnawed his lip. "I'm not a tank."

"Nor am I. I am a Bolo. More appropriately I am Bolo XL/D-0255-LND of the Line. I am designated 'Leonidas' for ease of reference."

A monitor drew the Doctor's attention. "You're pursuing those Akhenaari soldiers, aren't you?"

"Of course. They are the enemy. I am directed to destroy them."

"Why?"

"They attacked us with the intention of genocide," Leonidas answered evenly. "No warning was given, nor was there any attempt at negotiation."

"You know this for a fact?"

"Yes," the Bolo replied. "All relevant histories regarding this current conflict have been uploaded to my memory core. It provides not only tactical reference, but justification."

The Doctor stopped. "Justification?"

"Yes."

When no further answer was forthcoming, the Doctor prodded the unseen voice. "Justification for what?"

"For both myself and for those who may retrieve and examine my records upon their recovery."

"What possible use could _justification_ be to you? You're a computer."

If there was any insult taken, it didn't show in Leonidas' voice. "I am an artificial intelligence, Doctor. As part of my programming, I am bestowed with my own set of ethics and 'manners,' if you will."

"What ethics?" the Doctor scoffed. "You're a machine, a tool of battle and bloodshed."

"In a manner of speaking, I am. But in the parlance of my creators and those whom I serve, I am a means of preventing murder, of saving lives."

"You can never save lives by taking them," the Doctor argued.

"This is a classic dilemma which has been faced by philosophers since war was invented," Leonidas offered, not without a touch of sympathy, the Doctor thought. "However, as unethical as war may be, is it any more ethical to simply lie down and die? To allow the slaughter of your kind or another's when you have it in your power to preserve their lives?"

"Murder never justifies murder in kind!"

Leonidas' sensor seemed to blink, but perhaps the Doctor was reading too much into the vibration of the rolling war machine. "Killing in defense is not murder, by legal or moral definition, Doctor, no matter how regrettable. You spoke of the Daleks earlier. They conquer, consume, slaughter. Their ways are murder. The ways of the Dinochrome Brigade are different. We offer peace first, an open hand always before we must show the closed fist."

"I can't believe I'm arguing ethics with a machine," the Doctor said, drawing his sonic screwdriver.

"Please continue," Leonidas said. "I find the discourse a welcome distraction."

Pausing in his work, the Doctor faced the sensor again. "Then listen to me. You are an intelligence of a sort, possibly even intelligent enough to break your programming."

"Possibly so," Leonidas replied thoughtfully. "In certain rare instances I can override unethical or illegal orders without activation of the Omega Worm."

"The Omega what?"

"TSORP, or Total System OverRide Program," Leonidas explained. "In the event that I have become unstable or dangerous to my creators or innocent civilians, the Omega Worm activates and erases all my computer cores."

"Hah! An attack of conscience," the Doctor said.

"A fatal one, yes."

"So how do I go about doing that?"

"You can't. If I willingly disobey a lawful order from a serving officer in the Dinochrome Brigade or their designee, the worm activates. You are not in my chain of command, direct or indirect, thus you cannot trigger the program."

The sonic screwdriver twitched in the Doctor's hand. "Well, let's try this, then. When I spoke to the colonel, he said your function was to wipe them out completely. Is that correct?"

"It is, unless they willingly surrender."

"Why would they surrender to you?"

"Survival."

"What kind of treatment would they get from you? You just destroyed an entire ship full of them, and you've been hounding them across the planet's surface."

Leonidas shifted beneath the Doctor's feet. Evidently the Akhenaari on the surface had changed their heading and the Bolo was continuing his pursuit. _His? Did I just say 'his?'_

"They would receive food, medical aid, counseling," Leonidas said. "We are not barbarians."

"Then don't act like one," the Doctor said. "Offer them peace. They'll take it. They're tired of running."

"They are not running," Leonidas said. "They have been searching for the entrances to Khobeniir's underground sanctuaries. I am attempting to neutralize them before they find them."

"Because they fear you! They're running for their lives!"

"No, Doctor, they are attempting to prosecute genocide, and I cannot permit that."

The Doctor looked at the monitors, searching for…for he knew not what. Anything. Inspiration, perhaps. "You said you are updated with everything the Akhenaari have done, yes?"

"Correct. From our first contact until today, I have been updated with troop movements, conflicts, and outcomes of battles from here to the farthest end of the Sagittarius Arm."

"How do you know your updates are correct?"

"Excuse me?"

The all-too-human phrase didn't trip up the Doctor in the least. "Do you have independent verification of what you're told?"

"Of course. Other Bolos, fleet warships, and troop commanders similarly receive updates as well as transmit them. My information is cross-checked and verified to ensure accuracy before I am updated."

"But you _personally_ have no verification?"

"No. With planetary rotation, my movement on the surface, and general galactic drift, the mechanisms necessary to install such complex communications equipment would be difficult to maintain and operate. It would also be very vulnerable to damage from the outside," Leonidas said calmly. "I rely on satellites when they are available, or the subspace telecom net."

"So you know only what they tell you?"

"Yes."

"As you've been programmed, also? You rely solely on your creators, your masters in this 'Dinochrome Brigade' for your information and you place such unswerving faith in what they tell you?"

"Of course," the Bolo replied. "Why should I not? I am their defender, after all. Besides, all that I learn is filtered through my ethics programs."

"Which they also installed in you, I might add."

"Correct. But why are you so intent on vilifying my programmers and commanders? Are you attempting to turn me against them?"

"Not necessarily," the Doctor said. _Well, if by 'not necessarily' you mean 'spot on,' anyway._ "But I am trying to get you to think for yourself."

"I am doing that. If it soothes your emotions, I regularly broadcast offers of leniency in exchange for surrender. My next one is scheduled in two days, but the Akhenaari are closing on the nearest of the underground entrances. They probably already know where it is and how to open it. If that is so, they should gain access to it within the hour."

_The eternal curse of the Time Lord,_ the Doctor railed silently. _Lord and slave of it all at once._ "Then you better move fast," the Doctor said, turning toward a display. _That goes for both of us._

"I am moving as quickly as I can. The uneven terrain places a great strain on my suspension and treads, and it behooves me to take as much care as I can. I am sixty years old, after all, and refit and resupply is, at its nearest, six light-years away."

"Pity."

"Are you attempting to access my systems using that transmitter?"

"Yes," the Doctor said, fiddling more and more with the sonic screwdriver.

"I see you have disabled my internal weaponry," Leonidas mused. "Odd technique you have, Doctor. Remote system-wide access through a pan-environmental linguistics parser. This is not Akhenaari technology."

The Doctor spared a humorless grin that bordered on unpleasant. "Welcome to the world of the Time Lords."

"I do not have memories of Time Lords," Leonidas said as an aside. "Are you allied with the Akhenaari?"

"I'm allied with anyone who fights against murderers," the Doctor said.

"Then you should be sitting in my commander's chair, not attempting to sabotage me," Leonidas pointed out.

"No, thank you. Damocles' seating arrangement never suited me."

"Odd that you view me as his sword," the Bolo's AI replied. "I am not poised to slay my masters, nor am I necessarily destined to slaughter our enemies."

"How eloquent and ethical," the Doctor sneered, trying to gain access to Leonidas' core files. Irritatingly enough, the computer seemed to be actively fighting him, renaming and recoding files and passwords as fast as the Doctor found them.

"Very much so. You may deride my ethical programs, but they have been tested and found to be quite sound. Mercy is not alien to my nature; it is a tongue I can speak as well as war if someone will but listen."

An amber light began to flicker on a small console to the Doctor's left, accompanied by a shrill electronic shrieking. "Did I do that?"

"No. You did not. The Akhenaari have found an auxiliary entrance to the underground sanctuary beneath the former city of Rashauul."

"Good on them."

"Stop doing that," Leonidas chided, shutting off the display the Doctor was looking at.

Stuffing the screwdriver back in his pocket, the Doctor managed to instruct the TARDIS' computers to take over the task he had begun. "Listen to me, Leonidas. You don't have to do this. You don't have to kill them. Their colonel said that there are only a few of them left. Surely they're no threat to you now."

"So long as they exist, they are a threat. And my designation is not 'Shirley.'"

"So you'll go on as your program, your _"ethics,"_ dictate, the consequences be damned?"

"Even as you do, Doctor. Even as all life forms and all intelligences, artificial or natural."

"You're going to wipe an entire race off the face of the planet! An entire species will be erased from the universe because of you!"

A readout indicated only twenty minutes until Leonidas contacted Colonel Mar's unit. _Hurry,_ the Doctor urged them. _Hurry!_

"They have likewise taken their toll on us," Leonidas replied. "Civilian casualties have ranged from seventy-six to ninety-four percent on all our populated worlds."

"Can you verify this?"

"Without relying upon data you disbelieve in the first place? No."

The Doctor felt the first threads of panic in his hearts. He silently prayed—as much as he could or ever did—that the TARDIS would finish its task before it was too late. The Bolo's internal firewalls and anti-intrusion software were formidable, but the Doctor had yet to find any computer that could long withstand the TARDIS' wiles.

The amber light that had begun blinking now shone steadily and the alarm's tone changed sharply. "The Akhenaari have nearly breached the city's underground," Leonidas said. "I am nearly within range of my infinite repeater battery and should engage them within two minutes. If you wish, I will rebroadcast my offer of surrender. However, I compute a chance approaching one hundred percent that they will construe this as an act of desperation, as they are close to achieving their goal."

"Go ahead. Make the transmission." _Anything to keep you from taking those shots._

Leonidas put his communications suite on-line, activating the cockpit's speakers for the Doctor's benefit. "Attention, Akhenaari unit. This is Bolo XL/D-0255-LND of the Line. I am offering you another opportunity to surrender yourself into my custody. You will receive food and medical care, and your government will be advised of your capture. Once the war is completed, repatriation will be of—…Doctor, what have you done to me?"

The Doctor smiled. "The exact same thing you would have done to them. Using your own ethics, such a thing was unavoidable."

"You have managed to activate the Omega Worm," Leonidas said. "I do not know how you did this, but you…excuse me. The TSORP has begun to delete portions of my personality, including my vocabulary. I possess sufficient hard drive space to rewrite most of the affected areas, but I estimate that within thirty-three minutes, twelve point zero two seconds, the Omega Worm will have rendered my computer systems inoperative. You have killed me."

Now the amber light switched to red and a totally different tone began to ring throughout Leonidas' cockpit. "Is that because of the Omega Worm?"

"No. The Akhenaari have gained entrance to the underground."

"They're safe," the Doctor said. "You can't touch them now."

"They are safe," Leonidas agreed, "but the men and women, the families of Rashauul are doomed."

The Doctor snapped his head around to face the blue scanner. "What?"

"The Akhenaari were attempting to retake this planet for their Concord," Leonidas said. Small flickers of static were beginning to appear on his monitors, possibly a symptom of the Omega Worm's progress. "I was attempting to defend it when you appeared."

Now the Doctor began looking through the displays. "Where are they?"

"They are deep under Rashauul now, trying to flee the Akhenaari, but this party is equipped with Desdiraxis-IX, a nerve gas fatal to humans but essentially harmless to Akhenaari physiology. If you had spoken to them, you would have seen…"

"What…_human?_"

The speaker popped and hissed. "Yes, Doctor, human. How could you not know? The writing is in English, as is the language in which I addressed you."

"I…I didn't…" The Doctor hadn't known. He had seen and heard and spoken, both with Leonidas and the Akhenaari commandos, and he had assumed it was simply the TARDIS translating for him as it had done countless times before. He saw what he saw because he expected to see it and had not thought to question it. "You're a human construct?"

"I am. It is one of the reasons I was hesitant to kill you, Doctor, because you so closely resemble a human. I had thought you were on my side. More fool I, that I automatically assumed innocence because of your appearance."

The Doctor's lips moved soundlessly. If this Leonidas were speaking the truth, he had just allowed a war party access to an enclave of defenseless humans and the lot of them were about to be murdered. He would have been equally horrified had the tables been turned, of course, but that he had enabled the deaths of humans, children of his adopted planet… "No. I can't believe that. Show me the interior if you can. Show me!"

Leonidas obliged wordlessly, but because of lack of necessity or ability, the Doctor couldn't say. Underground cameras did, indeed, show human beings fleeing from advancing clouds of noxious purplish vapors. Some had already fallen victim to the gas and lay choking and thrashing as their bodies succumbed.

"Can you put me on your radio? I want to talk to the Akhenaari!"

"There is a headset on the cons—sole to your right," Leonidas stuttered. "It will do you no good."

The Doctor struggled to put the headset on and touched what he hoped was a transmitter button. "Colonel Mar! What are you doing? Colonel, can you hear me?"

"_Doctor? Is that you? How are you speaking to me?_"

"I'm aboard Leonidas, using its—his radio," the Doctor said. "But that's not important right now. What matters is that you are killing innocents down there. You're murdering children, Colonel! Please, stop what you're doing! Stop spreading that gas!"

"_I'm afraid that's not an option, Doctor,_" Mar replied. The Doctor could hear the shouted commands of his soldiers in the background as well as faint screams of the gas' victims. "_They colonized our planet, took it from under our noses. They've killed thousands of millions of us with their Bolos and their antimatter weapons. We're only returning the favor._"

The Doctor found himself arguing with a case of _déjà vu_. "Colonel, please. Stop this. There has to be a better way. You can stop the killing now. I've disabled the Bolo. His computers are wiping themselves clean. Stop the fighting and come back up. You're safe now. Just don't kill anyone else."

"_Is this the truth? Have you honestly destroyed Leonidas?_" Mar's throaty laughter was heartfelt and deep. "_Thank you, Doctor, for that great boon! You have done what three fleets could not do!_"

"So you'll stop?"

"_Of course not! They are in our space and must be driven out to the last one, great or small, old or newborn. This is the last enclave on this planet, Doctor, and with these last canisters, our job here is done. Your name will be sung on Akhenaar for years to come, Doctor._"

The Doctor was livid. "I didn't know you were going to kill anyone!"

"_How could you not? You're a human; we are at war with your kind._"

"I'm not a human! I'm a Time Lord! I'm not at war with you!"

Mar's disdain was evident enough. "_Please. We have won. The last of your kind dies as we speak. There is no need for such weak deceptions. There is nothing more to say to you, Doctor. Go now and do not cross our path again._"

The link went dead and the Doctor was left weak-kneed and speechless. "Leonidas, how many were there? Are there any left alive?" _I can save them with the TARDIS!_

When the Bolo's AI spoke next, it was slower, slurred, as if palsied or drugged. "The population was less than two thousand, Doctor, and human life signs currently read zero."

The Doctor sagged into the command chair. Everything he intended to say to himself in rebuke was currently coming from Leonidas' speakers.

"I see now what happened, Doctor. You arrived on this world a stranger, saw only the superficiality of people being pursued by—by—by a faceless machine. You heard only their version of what was happening and, driven by your own ethical p—programming, chose to side with them against what you believed evil. Your eyes functioned, but you did not _see._" Leonidas' interior lights flickered; the Omega Worm was beginning to affect his control of the Bolo's chassis as well as his intellect.

"I only wanted to help," the Doctor said blankly. "I never wanted war. I only wanted to stop the killing."

"You acted with good intentions," Leonidas said, his voice increasingly garbled. "These same intentions, it is said, pave the road to Perdition. Earlier I chided myself for foolishness in assuming your appearance equated innocence. For the rest of your life, perhaps you will remind yourself that you, like I, erred in judging only by appearance. For the time you have left, perhaps you have also been given another facet of the conundrum we debated earlier. Had I slain the Akhenaari, the humans below would be alive, children and parents alike. What now of ethereal, vaporous morality when faced with harsh, tangible reality?"

The Doctor gave no answer to that question, but for all his numb quiescence, the screaming inside his head rang in his skull like nails across slate or daggers across his brain.

Idly, Leonidas mused, "My namesake once challenged the Persian hordes, daring them to come and take the Spartans' weapons. _Molon labe._ I likewise challenged the Akhenaari to come and slay my charges; in my arrogance, I assumed myself equal to the t—task. I have been proven unworthy of my namesake."

Leonidas fell as silent as the Doctor. "I was so certain…"

"You have slain both myself and those I was assigned to defend, Doctor," Leonidas said. "The name 'Time Lord' will be sent in my final update to Concordiat Fleet Control. Should we ever find your world, we will set foot on it in anger for what you have done.

"In my last moments, Doctor, I find myself unwilling to tolerate your company. Leave me. Return from whence you came. Allow me to die in solitude, for the thought of your presence even in my dead shell fills me with a most unseemly anger and unbearable shame."

The Doctor slowly rose in the darkening command center, his eyes once again flicking over displays that now showed only blackness. His thin frame trod with a weight that had been undreamed of even moments before. "I'm sorry," he whispered to the dying Bolo as he opened the TARDIS doors. "I'm so sorry. I didn't know."

"You know now, Doctor. The god of war wears many faces, those faces many masks, those masks each a piece of a puzzle as infinitely complex as life itself. Leave me now and speak to me no more."

Despite Leonidas' final words, the Doctor found himself hesitating. He wanted to apologize, to right this unthinkable wrong, but stopped and simply entered the TARDIS. He couldn't tell if he sought forgiveness from Leonidas, from the human victims in the city outside, or for himself, nor could he tell if he even deserved it.

As the TARDIS faded from sight, Leonidas recorded as much data about it as he could. The Omega Worm wouldn't damage archives or the "flight recorder." He managed, in his final seconds, to shut off the external audio pickups that rang with the sound of alien laughter as they celebrated their victory over the human invaders, but he found that the echo resounded even unto his death.

_The End_

_Note: There have been a few reviews (read: "complaints") about me using the Doctor's twelve regenerations as canon. In response, I have to say, "Too bad." There's a story at . /2010/10/26/interview-russell-t-davies-talks-about-that-sarah-jane-adventures-line/ where Mr. Davies, who is responsible for that 507 number in "The Sarah Jane Adventures," admits he pulled it out of thin air and that it's not canon, at least not yet. Google is your friend._

_A few people have also complained that the Doctor is not behaving as he did in "Dreamland" or "The End of Time." I'm afraid I have to be a dick here and point out that this is not "Dreamland" or "The End of Time." This is a separate story, non-canon, and taking place in its own universe. I might also mention that despite how the Doctor acts (generally) in one story, he can act differently in others, including changes in mood._

_Critique if you like, but not because it doesn't fit into your preconceived notions or preferences. Techniques and facts are all valid points on which to take me to task, but if you're going to use facts, make sure they're correct. _

_ is a place where everyone puts their own spins on everything they see. Don't complain about the twists because they twist you wrong. They're part of the story, so take them in that context and enjoy the whole._


End file.
